Close

Form 10-Q Wingstop Inc. For: Mar 28

May 6, 2020 4:47 PM EDT

WINGSTOP INC.
2015 OMNIBUS INCENTIVE COMPENSATION PLAN
PERFORMANCE–BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
This Performance-Based Restricted Stock Unit Award Agreement (this “Award Agreement”) evidences the grant by Wingstop Inc. (the “Company”), in accordance with the Wingstop Inc. 2015 Omnibus Incentive Compensation Plan (the “Plan”), of a target number of performance-based restricted stock units (“PSUs”) equal to [ ] PSUs (the “Target PSUs”), with a maximum of [ ] PSUs (the “Maximum PSUs”), subject to the restrictions set forth in this Award Agreement and the Plan (the “Award”), to [______________] (the “Grantee”), effective as of [____________], 2020 (the “Grant Date”).
 WINGSTOP INC.
By:
Name:
Title:

TERMS AND CONDITIONS
§1Plan. The Award is subject to all of the terms and conditions set forth in the Plan and this Award Agreement, and all capitalized terms not otherwise defined in this Award Agreement have the respective meaning of such terms as defined in the Plan. If a determination is made that any term or condition set forth in this Award Agreement is inconsistent with the Plan, the Plan will control. The Grantee acknowledges that a copy of the Plan has been made available for his or her review by the Company and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all the terms and provisions thereof.
§2Grant of PSUs. Each PSU represents the right to receive one share of $0.01 par value Common Stock of the Company (a “Share”), subject to the terms and conditions set forth in this Award Agreement and the Plan. The number of PSUs actually payable under this Award Agreement depends on the extent to which the Company attains the performance conditions, described in Exhibit A of this Award Agreement, and whether the Grantee satisfies the service vesting condition, described in Section 4 of this Award Agreement. The PSUs shall be credited to a separate account maintained for the Grantee on the books and records of the Company (the “Account”). All amounts credited to the Account shall continue for all purposes to be part of the general assets of the Company.
§3Consideration. The grant of PSUs is made in consideration of the services to be rendered by the Grantee to the Company.
§4Performance Conditions & Service Vesting Conditions. The number of PSUs that may be earned by the Grantee will be based on the achievement of the performance condition(s) and the satisfaction of the service vesting conditions, each as set forth on Exhibit A, attached hereto, during the three (3) year performance period beginning January 1, 2020 and ending December 31, 2022 (the “Performance Period”).



§5Dividend Equivalents. If, prior to the date PSUs are settled pursuant to Section 6, the Company declares a cash or stock dividend with respect to Shares, then, on the payment date of the dividend, the Grantee’s Account shall be credited with Dividend Equivalents in an amount equal to the dividends that would have been paid to the Grantee if one Share had been issued on the Grant Date for each PSU granted to the Grantee as set forth in this Award Agreement. In connection with the Dividend Equivalents, any cash dividend credited to the Grantee’s Account shall be adjusted with interest at a rate and subject to such terms as determined by the Committee. To the extent a PSU to which such Dividend Equivalent relates becomes a Vested PSU (as defined in Exhibit A), the Dividend Equivalents and interest, if any, credited to the Grantee’s Account shall be distributed in cash or, at the discretion of the Committee, in Shares having a Fair Market Value equal to the amount of the Dividend Equivalents and interest, if any, on the same date that such Vested PSUs are settled pursuant to Section 6, and subject to the same vesting, forfeiture, payment, termination and other terms, conditions and restrictions as the original PSUs to which they relate. Any Dividend Equivalents payable under the Plan and this Award Agreement shall be treated as separate payments from the underlying PSUs for purposes of Section 409A of the Code (“Code Section 409A”).
§6Settlement.
(a)Payment of the Grantee’s Vested PSUs, the number of which are determined pursuant to Exhibit A, shall be settled in Shares as soon as practicable following the applicable Vesting Date (as defined in Exhibit A) on which such PSUs become vested in accordance with Exhibit A (and in no event later than March 15 of the calendar year following the calendar year in which such Vesting Date occurs) by delivering to the Grantee one Share for each Vested PSU. Upon receipt by the Grantee of a Share in settlement of a Vested PSU, such PSU shall be cancelled.
(b)Notwithstanding Section 6(a), if the Grantee is deemed a “specified employee” within the meaning of Code Section 409A, as determined by the Committee, at a time when the Grantee becomes eligible for settlement of the Vested PSUs upon his “separation from service” within the meaning of Code Section 409A, then to the extent such Vested PSUs constitute deferred compensation within the meaning of Code Section 409A, such settlement will be delayed until the earlier of: (i) the date that is six (6) months following the Grantee’s separation from service and (ii) the Grantee’s death.
§7Delivery. The Company will deliver a properly issued certificate for any Shares received in settlement of PSUs pursuant to Section 6 as soon as practicable after settlement (or otherwise register such Shares in the name of the Grantee), and such delivery (or registration in the name of the Grantee) shall discharge the Company of all of its duties and responsibilities with respect to the PSUs under this Award Agreement.
§8Nontransferable. Subject to any exceptions set forth in this Award Agreement or the Plan, until such time as the PSUs are settled in accordance with Section 6, the PSUs or the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the PSUs or the rights relating thereto shall be wholly ineffective.
§9No Right to Continue Service. Neither the Plan, this Award Agreement, the Award, nor any related material shall give the Grantee the right to continue in employment by Company or shall adversely affect the right of the Company to terminate the Grantee’s employment with or without Cause at any time.



§10Stockholder Status. The Grantee shall have no rights as a stockholder with respect to the PSUs until the Grantee receives a distribution of Shares in settlement of Vested PSUs in accordance with Section 6, and such Shares have been duly issued and delivered to (or registered in the name of) the Grantee.
§11Securities Registration. As a condition to the delivery of the certificate for any Shares purchased pursuant to the settlement of the PSUs pursuant to Section 6 (or the registration of such Shares in the name of the Grantee), the Grantee shall, if so requested by the Company, hold such Shares for investment and not with a view of resale or distribution to the public and, if so requested by the Company, shall deliver to the Company a written statement satisfactory to the Company to that effect.
§12Compliance with Law. The issuance and transfer of Shares shall be subject to compliance by the Company and the Grantee with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company’s Shares may be listed. No Shares shall be issued or transferred unless and until any then applicable requirements of state and federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel. The Grantee understands that the Company is under no obligation to register the Shares with the Securities and Exchange Commission, any state securities commission, or any stock exchange to effect such compliance.
§13Other Agreements. As a condition to the delivery of the Shares received in settlement of PSUs pursuant to Section 6, the Grantee shall enter into such additional confidentiality, covenant not to compete, non-disparagement and non-solicitation, employee retention, and other agreements as the Company deems appropriate, all in a form acceptable to the Board. The Grantee acknowledges that his receipt of the Award and participation in the Plan is voluntary on his part and has not been induced by a promise of employment or continued employment.
§14Withholding. The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the PSUs and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means:
(a)tendering a cash payment;
(b)authorizing the Company to withhold shares of Common Stock from the Shares otherwise issuable or deliverable to the Grantee as a result of the vesting of the PSUs;
(c)delivering to the Company previously owned and unencumbered shares of Common Stock; or
(d)any combination of (a), (b), or (c).
In the event that any PSUs vest during a closed trading window under the Company’s Insider Trading Compliance Policy, the Company shall satisfy any federal, state, or local tax withholding obligation in connection therewith by the method specified in Section 14(b).
Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting or



settlement of the PSUs or the subsequent sale of any Shares, and (b) does not commit to structure the PSUs to reduce or eliminate the Grantee’s liability for Tax-Related Items.
§15No Challenge. Notwithstanding any provision of this Award Agreement to the contrary, the Grantee covenants and agrees that he or she will not (a) file any claim, lawsuit, demand for arbitration, or other proceeding challenging the validity or enforceability of any provision of this Award Agreement, or (b) raise, as a defense, the validity or enforceability of any provision of this Award Agreement, in any claim, lawsuit, arbitration or other proceeding. Should the Grantee violate any aspect of this Section 15, the Grantee agrees (i) that, in the case of a breach of clause (a) of the preceding sentence, such claim, lawsuit, demand for arbitration, or other proceeding shall be summarily withdrawn and/or dismissed; (ii) that the Grantee will pay all costs and damages incurred by the Company in responding to or as a result of such claim, lawsuit, demand for arbitration, or other proceeding (including reasonable attorneys’ fees and expenses), or such defense, as the case may be; (iii) that the Grantee will immediately forfeit all unvested PSUs; and (iv) that the Grantee will immediately sell to the Company all Shares received upon settlement of vested PSUs at a price equal to the aggregate purchase price, if any, paid by the Grantee for such Shares, or the current fair market value of such Shares (as determined in the sole discretion of the Company), whichever is less.
§16Governing Law. The Plan and this Award Agreement shall be governed by the laws of the State of Delaware.
§17Binding Effect. This Award Agreement shall be binding upon the Company and the Grantee and their respective heirs, executors, administrators and successors.
§18Clawback Policy. This Award Agreement and the PSUs granted thereunder shall be subject to the terms and conditions of the Company’s compensation recovery (or “clawback”) policy, as in effect from time to time, and such policy is hereby incorporated into this Award Agreement by reference.
§19Code Section 409A. This Award Agreement and this award of PSUs is intended to comply with or be exempt from the requirements of Code Section 409A and any regulations or guidance that may be adopted thereunder from time to time and shall be interpreted by the Committee to effect such intent. This Section 19 does not create any obligation on the part of the Company to modify the terms of this Award Agreement or the Plan and does not guarantee that the PSUs or the delivery of Shares upon settlement of the PSUs will not be subject to taxes, interest and penalties or any other adverse tax consequences under Code Section 409A. The Company will have no liability to the Grantee or any other party if the PSUs, the delivery of Shares upon settlement of the PSUs or any other payment hereunder that is intended to be exempt from, or compliant with, Code Section 409A, is not so exempt or compliant or for any action taken by the Committee with respect thereto. Notwithstanding any other provision of this Award Agreement, no settlement of Vested PSUs shall be made as a result of the Grantee’s Termination unless such Termination constitutes a “separation from service” within the meaning of Code Section 409A and that the payments otherwise to be made upon a Termination and the benefits otherwise to be provided upon a Termination shall only be made or provided at the time of the related “separation from service”.
§20Headings and Sections. The headings contained in this Award Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Award Agreement. Any references to sections (§) in this Award Agreement shall be to sections (§) of this Award Agreement, unless otherwise expressly stated as part of such reference.
* * * * * * * * *



Accepted and agreed to:
Grantee
Date


WINGSTOP INC.
2015 OMNIBUS INCENTIVE COMPENSATION PLAN
STOCK OPTION AWARD AGREEMENT
This Stock Option Award Agreement (this “Award Agreement”) evidences the grant by Wingstop Inc. (the “Company”), in accordance with the Wingstop Inc. 2015 Omnibus Incentive Compensation Plan (the “Plan”), of a stock option (the “Option”) to ­­­[________________] (the “Participant”) to purchase from the Company up to [________________ (______)] Shares of Common Stock of the Company at an “Option Price” equal to $[________] per Share (being the Fair Market Value per Share on the Grant Date). The Option is granted effective as of [______________, 20___] (the “Grant Date”). The Option is a Nonqualified Stock Option that is intended to comply with the provisions governing nonqualified stock options under the final Treasury Regulations issued on April 17, 2007, in order to exempt this Option from application of Section 409A of the Code, and is not qualified as an Incentive Stock Option under Section 422 of the Code.
 WINGSTOP INC.
By:
Name:
Title:

TERMS AND CONDITIONS
§1Plan. The Option is subject to all of the terms and conditions set forth in the Plan and this Award Agreement, and all capitalized terms not otherwise defined in this Award Agreement have the respective meaning of such terms as defined in the Plan. If a determination is made that any term or condition set forth in this Award Agreement is inconsistent with the Plan, the Plan will control. The Participant acknowledges that a copy of the Plan has been made available for his or her review by the Company and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts the Option subject to all the terms and provisions thereof.
§2Service Based Vesting; Exercise Rights. Except as specifically provided in this Award Agreement and subject to certain restrictions and conditions set forth in the Plan, the Option shall vest and become exercisable as outlined in Schedule I, Section 1, attached hereto.
§3Term; Forfeiture. Except as otherwise provided in this Award Agreement, to the extent the Option is not vested on the date of the Participant’s Termination, such unvested portion of the Option shall expire and be forfeited on that date. The vested portion of the Option shall expire and be forfeited and the Option Period (as defined below) shall end upon the earliest occurrence of (i) the Expiration Date (as defined below), or (ii) the date specified in Schedule I, Section 2, attached hereto.
§4Life of Option. The “Option Period” of the Option shall commence on the Grant Date and shall expire on the tenth (10th) anniversary of the Grant Date (the “Expiration Date”), unless terminated earlier in accordance with Section 3 above. This Option shall expire and shall not be exercisable for any reason on or after the Expiration Date.



§5Who May Exercise. Subject to the terms and conditions set forth in Sections 2 and 3 above, during the lifetime of the Participant, the Option may be exercised only by the Participant, or by the Participant’s guardian or personal or legal representative. If the Participant’s Termination is due to his or her death prior to the dates specified in Section 3 hereof, and the Participant has not exercised the vested portion of the Option as of the date of death, the following persons may exercise the vested portion of the Option on behalf of the Participant at any time prior to the earliest of the dates specified in Section 3 hereof: the personal representative of the Participant’s estate or the person who acquired the right to exercise the Option by bequest or inheritance by reason of the death of the Participant, provided that the Option shall remain subject to the other terms of this Award Agreement, the Plan, and all applicable laws, rules, and regulations.
§6Method of Exercise of Option. Subject to such administrative regulations as the Committee may from time to time adopt, the Option may be exercised in whole or in part (to the extent the Option is otherwise vested and exercisable under Section 2) on any normal business day of the Company by (a) delivering this Award Agreement to the Company, together with written notice of the exercise of the Option in the form attached hereto as Exhibit A (the “Exercise Notice”), and (b) simultaneously paying to the Company the aggregate Option Price of the Shares to be purchased (plus any withholding taxes due with respect to such exercise). The Option may be exercised only with respect to a full Share, and no fractional Share shall be issued. On the exercise date, the Participant shall deliver to the Company consideration with a value equal to the aggregate Option Price of the Shares to be purchased, payable as follows: (i) by certified or bank check or such other instrument as the Committee may accept, payable to the Company; or (ii) if approved by the Committee, and subject to any such terms, conditions and limitations as the Committee may prescribe and to the extent permitted by applicable law, payment of the Option Price, in full or in part, as follows: (A) in the form of unrestricted and unencumbered Shares (by actual delivery of such Shares or by attestation) already owned by the Participant, or by the Participant and his or her spouse jointly (based on the Fair Market Value of the Common Stock on the date the Option is exercised); (B) by delivering a properly executed Exercise Notice to the Company, together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds necessary to pay the Option Price and the amount of any withholding taxes due with respect to such exercise; (C) by requesting the Committee to withhold a number of Shares otherwise deliverable to the Participant pursuant to the Option having an aggregate Fair Market Value on the date of exercise equal to the product of: (1) the Option Price multiplied by (2) the number of Shares in respect of which the Option shall have been exercised; or (D) by any other method approved or accepted by the Committee in its discretion. Unless otherwise determined by the Committee, all payments under all of the methods described above shall be paid in United States dollars.
§7Delivery. Subject to any governing rules or regulations, as soon as practicable after receipt of a written Exercise Notice and full payment of the Option Price in accordance with the provisions of Section 6 and satisfaction of tax obligations in accordance with Section 14 and Article XVII of the Plan, and subject to Section 20.9 of the Plan, the Company will deliver a properly issued certificate for any Shares purchased pursuant to the exercise of the Option as soon as practicable after such exercise (or otherwise register such Shares in the name of Participant), and such delivery (or registration in the name of the Participant) shall discharge the Company of all of its duties and responsibilities with respect to the Option under this Award Agreement.
§8Nontransferable. Except as expressly authorized in writing by the Board, no rights granted under this Award Agreement or with respect to the Option shall be transferable by the Participant other than by will or by the laws of descent and distribution. The person or persons, if any, to whom the Option is transferred by will or by the laws of descent and distribution or through a written Board authorization shall be treated after such transfer the same as the Participant under this Award Agreement. Any attempt to sell, transfer, pledge, assign, or otherwise dispose of the Option contrary to the provisions hereof, or the levy of any execution, attachment, or similar process upon the Option shall be null and void and wholly ineffective.



§9No Right to Continue Service. Neither the Plan, this Award Agreement, the Option, nor any related material shall give the Participant the right to continue in employment or service by the Company or any Subsidiary or Affiliate or shall adversely affect the right of the Company or any Subsidiary or Affiliate to terminate the Participant’s employment or service with or without Cause at any time.
§10Stockholder Status. The Participant shall have no rights as a stockholder with respect to any Shares subject to the Option until such Shares have been duly issued and delivered to (or registered in the name of) the Participant, and, except as expressly set forth in the Plan, no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of other rights of any kind or description whatsoever respecting such Shares.
§11Securities Registration. As a condition to the delivery of the certificate for any Shares purchased pursuant to the exercise of the Option (or the registration of such Shares in the name of the Participant), the Participant shall, if so requested by the Company, hold such Shares for investment and not with a view of resale or distribution to the public and, if so requested by the Company, shall deliver to the Company a written statement satisfactory to the Company to that effect.
§12Compliance with Law. The issuance and transfer of Shares shall be subject to compliance by the Company and the Participant with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Shares may be listed. No Shares shall be issued or transferred unless and until any then applicable requirements of state and federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel. The Participant understands that the Company is under no obligation to register the Shares with the Securities and Exchange Commission, any state securities commission, or any stock exchange to effect such compliance. If any change in circumstances after the grant of the Option would create a substantial risk for the Company that the issuance or transfer of any Shares under this Award Agreement to the Participant at the time the Participant tenders any payment to exercise the Option would violate any applicable law or regulation, the Company at that time shall (a) take such action as the Board deems appropriate and permissible under such law or regulation either (i) to continue to maintain the status of the Option as outstanding until the Participant can exercise the Option without any substantial risk of such a violation, or (ii) to compensate the Participant for the cancellation of the Option and thereafter to cancel the Option, and (b) refund any payment made by the Participant to exercise the Option. Any determination in this connection by the Company shall be final, binding, and conclusive.
§13Other Agreements. The Participant shall (as a condition to the exercise of the Option) enter into such additional confidentiality, covenant not to compete, non-disparagement and non-solicitation, employee retention, and other agreements as the Company deems appropriate, all in a form acceptable to the Board. The certificate(s) evidencing the Shares may include one or more legends that reference or describe the conditions upon exercise referenced in this Section 13. The Participant acknowledges that his or her receipt of the Option and participation in the Plan is voluntary on his or her part and has not been induced by a promise of employment or continued employment.
§14Withholding. The Participant shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Participant pursuant to the Plan, the amount of any required withholding taxes in respect of the Option and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Participant to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means:
a.tendering a cash payment;



b.authorizing the Company to withhold shares of Common Stock from the Shares otherwise issuable or deliverable to the Participant as a result of exercising the Option;
c.delivering to the Company previously owned and unencumbered shares of Common Stock; or
d.any combination of (a), (b), or (c).
Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and the Company (i) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting or exercise of the Option or the subsequent sale of any Shares, and (ii) does not commit to structure the Option to reduce or eliminate the Participant’s liability for Tax-Related Items.
§15No Challenge. Notwithstanding any provision of this Award Agreement to the contrary, the Participant covenants and agrees that he or she will not (a) file any claim, lawsuit, demand for arbitration, or other proceeding challenging the validity or enforceability of any provision of this Award Agreement, or (b) raise, as a defense, the validity or enforceability of any provision of this Award Agreement, in any claim, lawsuit, arbitration or other proceeding. Should the Participant violate any aspect of this Section 15, the Participant agrees (i) that, in the case of a breach of clause (a) of the preceding sentence, such claim, lawsuit, demand for arbitration, or other proceeding shall be summarily withdrawn and/or dismissed; (ii) that the Participant will pay all costs and damages incurred by the Company and its Affiliates in responding to or as a result of such claim, lawsuit, demand for arbitration, or other proceeding (including reasonable attorneys’ fees and expenses), or such defense, as the case may be; (iii) that the Participant will immediately forfeit all unexercised Options, whether vested or unvested; and (iv) that the Participant will immediately sell to the Company all Shares acquired pursuant to the exercise of this Option at a price equal to the aggregate Option Price paid for such Shares, or the current fair market value of such Shares (as determined in the sole discretion of the Company), whichever is less.
§16Governing Law. The Plan and this Award Agreement shall be governed by the laws of the State of Delaware.
§17Binding Effect. This Award Agreement shall be binding upon the Company and the Participant and their respective heirs, executors, administrators and successors.
§18Clawback Policy. This Award Agreement, the Option and the Shares that may be acquired thereunder shall be subject to the terms and conditions of the Company’s compensation recovery (or “clawback”) policy, as in effect from time to time, and such policy is hereby incorporated into this Award Agreement by reference.
§19Headings and Sections. The headings contained in this Award Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Award Agreement. Any references to sections (§) in this Award Agreement shall be to sections (§) of this Award Agreement, unless otherwise expressly stated as part of such reference.
* * * * * * * * *



Accepted and agreed to:
Participant
Date

Exhibit 31.1

CERTIFICATION PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



I, Charles R. Morrison, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Wingstop Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date:May 6, 2020
By:/s/ Charles R. Morrison
Chairman and Chief Executive Officer
(Principal Executive Officer)



Exhibit 31.2

CERTIFICATION PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



I, Michael J. Skipworth, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Wingstop Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date:May 6, 2020
By:/s/ Michael J. Skipworth
Chief Financial Officer
(Principal Financial and Accounting Officer)


Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report on Form 10-Q for the period ended March 28, 2020 of Wingstop Inc. (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Charles R. Morrison, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date:May 6, 2020
By:/s/ Charles R. Morrison
Chairman and Chief Executive Officer
(Principal Executive Officer)


Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report on Form 10-Q for the period ended March 28, 2020 of Wingstop Inc. (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael J. Skipworth, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date:May 6, 2020
By:/s/ Michael J. Skipworth
Chief Financial Officer
(Principal Financial and Accounting Officer)




Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings